The Unconscious Elf & The Bannered Mare
by lemonfic
Summary: Two adventurers stop off in a tavern, only to find that there is a single bed available. Neither is particularly attracted to the other but circumstance causes them to share more than just a bed.


The idea here was to write a Skyrim kinkfic with minimal fanservice. I want anyone unfamiliar (or familiar) with the game and it's lore to be able to get into the story and setting. Placing an emphasis on a descriptive narrative my goal was to set the stage for a couple paragraphs of legit smut and then turn up the heat. Basically what transpires here is exposition and a heavy dose of submission/femdom. Let me know what you think.

* * *

_The Unconscious Elf & The Bannered Mare_

As the sun slowly lowered itself beyond the horizon, crags cast sparse narrow shadow across the tundra. A silence passed over the entire province, almost as if Nirn itself was bracing for the coming of night. A breeze, now growing more brittle with each passing moment, gently rustled the despondent foliage and carried empty silence into the darkening sky.

Settlements of men began to kindle their hearths and stoke their fires. Light from their torches and windowsills pierced the coming blackness. The initial blaze from massive bonfires cultivated by primitive Giants dot the landscape. Torchbugs crawl from their crevices to take flight and ignite themselves with a luminous cardinal glow. Sky aflame with brilliant hues of copper and lavender, the last glimmers of sunlight streak over the distant mountains. Sunbeams refract their glare off the various streams and rivers creeping throughout Whiterun Hold.

Watching over these final breaths of daylight towers Dragonsreach, a mass of time-worn stone and carved wood, the seat of political power within the region. This citadel has existed for centuries, stalwart but not unaltered. Various inhabitants throughout the ages had built extension and corrected upon the keep's ancient foundation. At the feet of this Nord palace sprawls the trade city of Whiterun. It's streets segmented by wooden footbridges running over canals that stretch away into the surrounding farmland. Fortified by extensive ramparts the trade center of Skyrim rested patiently in the waning light. The sun took a final peek over the mountain range before settling out of sight.

"Hurry up!", called Hleea as she trudged up the road leading towards the hold capital. Her braids hung over her pointed ears and the length of her long black hair whipped about in the brisk wind.

"I wish to sleep sooner than later.", she muttered under her breath.

Hleea's complexion was light grey and fair, she stood tall and ample for a female Dunmer. Her deep red eyes betrayed a ferocity not uncommon of her people. Displaying an upward poise and large stride, unrefined but elegant all the same, Hleea casually exuded the confidence and strength of a proud Elven warrior. She easily filled out her hefty set of steel armor; elegantly lined with saber-cat fur, held together with treated leather, and etched with Nordic carving. Complimenting her sturdy attire, a large war-hammer sharing the same etched carvings rested on her back. Holstered and caked in blood this imposing weapon could just as easily crush metal as it did bone.

"I'm *pant* right behind you.", wheezed a voice coming from a scrawny Bosmer struggling to keep up.

The elf hunched over using both hands to carry a huge pack that was slung over his shoulder. Overflowing with an obscene amount of random items and trinkets, this leather knapsack looked like it might at any moment spill its contents on upon the ground. His nimble form, almost buckling under this weight, he could barely keep up with Hleea as she marched on ahead.

Bosmer are naturally more petite than their distant cousins, the Dunmer, and the contrast of size between the races was distinct as ever between these two travelers.

Faendal wore iron studded deer hide, layered with wolf fur and leather straps. His small frame complimented his slight features, tanned light skin, and platinum hair. Breathing heavily as he stumbled along Faendal obviously did not possess equal strength to his striking companion. The trek towards the city seemed almost ironic as he lugged the massive load behind him.

"Maybe if we*pant* took turns *pant* carrying *pant* the load *pant* we would arrive faster.", he sputtered.

"Humph", Hleea scoffed "I do the killing, you carry the loot. That's how this works. "

As they hiked the cobblestone road up leading up to the city gate Faendal began to complain. "I *pant* could be back in Riverwood *pant* asleep in my bed right now if not for you."

"Aye, but you'd be alone in that bed", Hleea chided.

"Of all the *pant* lousy adventures *pant* it *pant* had to be you.", retorted Faendal as he strained to keep up. Hleea chuckled.

Fendal was not amused by her levity, "I've been *pant* carrying *pant* this and that *pant* here and there *pant* for _days_ now *pant* surely the *pant* debt *pant* is paid.", he said, exasperation showing in his voice.

"Only when I say it is.", Hleea stated matter-of-factly.

"If I'd *pant* have known *pant* that it would've *pant* come to this *pant* I wouldn't had asked you *pant* to deliv-", Faendal had cut himself short as he stopped to catch his breath, "Never would've asked you to deliver that letter to Camilla for me."

Hleea rolled her eyes, "Feeling sorry for yourself isn't going to change anything. You want to trick the woman you love into falling for you? Fine be me. You want to slander an innocent bard in the process? Fine by me. You want me to keep my mouth shut about the whole thing? Then you're going to have to carry around all this stuff I keep finding.", she said with conviction.

"You mean *pant* stuff you *pant* take off from dead bodies", muttered Faendal sarcastically.

"I found it on dead people"

"You killed them!"

"Well it's harder to take stuff from something breathing.", Hleea said smirking. Faendal groaned as he shuffled forward, too tired to argue.

Arriving at the gate to Whiterun city, Hleea sighed with relief, she knew fresh ale and warm bedding were just moments away. Faendal panted happily like a loyal dog, he knew he would finally be able to drop the overstuffed bag and sleep off the days endeavors. Night had long since arrived. The sky was covered in a blanket of cloud, obscuring the glistening of a thousand distance stars. The blood moon, Masser, loomed overhead, visible despite the overcast heavens. Torchlight illuminated the city's entrance and two lonely guards stood watch.

"Halt! The road's closed, nobody enters the gates at this hour!", bellowed the bulkier of the two sentries. He strode towards the Hleea while his disinterested companion leaned against the wall.

"What business have a couple _elves_ like you in Dragonsreach?", voice rattling from behind his facemask, emphasising the word "elves" as if it disgusted him.

City guards wore sets of loose chain mail draped with orange cloth, their faces obscured by full helmets of wood and iron. Accustomed to this kind treatment Hleea dug a hand into her breastplate, pulling forth a folded piece of parchment.

"I've come to collect the bounty for the bandits camping in Valtheim towers.", she remarked simply.

The lookout leaning against the wall perked up upon hearing this. The guardsman snatched the bounty from her hand and began to read.

"I don't care if you're on official business D_ark Elf_, the gate stays closed for the night.", he said crumpling up the bounty letter and throwing in to the ground.

Faendal looked as if he might cry. Hleea scowled at the guardsman in front of her. Nonchalantly she loosened a satchel of coins from her belt, tossing it to the watchman leaning against the wall. The guard jolted upright as he caught the pouch to his chest.

"Your friend here seems to think the gate is closed.", she said, still staring intently at the man in front of her.

Opening the satchel the sentry peered inside, appraising its contents. As he inspected the bribe a gust of wind buffeted the torches on the city wall, clouds rolled above noiselessly in the sky, insects chirped in the distance. The moment hung tense in the air.

"Open the gate!", called the sentry as he tucked the coin purse away on his person.

"Your lucky day _grey-skin_.", rumbled the hefty guard.

Hleea's harsh gaze didn't leave the man until he stood aside to let her pass. Faendal, slogging behind, looked more bewildered than usual as the city gate slowly creaked open.

...

Even before entering The Bannered Mare, sounds of rowdy patrons and drunken bards could be heard down the streets and their adjoining alleyways. Behind the Mare's doors lies an open seating area. Benches and wooden chairs surround a fire pit. A bar counter and it's stools cover a sizable portion of the room. Large wooden tables rest against the back wall. Above this main seating area there is a second floor with lodgings for the tired adventurer or traveling merchant. The whole place exudes a smoky aroma, on account of the fire pit crackling and sputtering flame in the center of the room.

Hard Nord ale stings the nostrils and a perfume of body odor wafts off of some of the more rugged customers. Children run circles through the assorted tables and chairs, playing games with one another as they dart between the drunken masses who sing loudly whatever ballad the local bard decides to croon. In the back, sitting at the tables, rest hardened mercenaries, the occasional member from the guild of Companions, and mysterious wanderers silently eyeing the ordeal with noses buried in mead. At the bar patrons eat and drink, spinning stories of exploits and myth. The innkeeper servers up drink and food, calling out orders to her assistant, who rushes to and fro rarely finding a moment of respite.

The place bustles with excitement until the early hours of the morning. At this time regulars slouch and sleep on whatever surface they can find. As daylight creeps into the windows these drowsy stragglers are shooed off into the streets. The stagnant daytime hours allow for the whole place to be rearranged and put back together, only for another round of drunken debauchery to commence when the sun sets. The cycle never ends and The Bannered Mare has earned it's reputation for being a steadfast nightly spectacle. No one, not even the innkeep, knows just what exactly will transpire once the drinks start flowing. More than one poor soul has met their demise in a drunken brawl or at the end of a honed blade. Each night holds the promise of commotion and excitement of some sort. It is that promise that bring Faendal and Hleea, as well as two dozen or so other assorted men and mer, into the Mare's embrace on this cloudy evening.

"We only have one room with one bed.", the innkeeper, Hulda, announces.

"What?", Hleea exclaims, her face showing the only signs of distress it has exposed all day.

"There's only one room available!", shouts Hulda, mistaking Hleea's question for an inability to hear over the background noise of the tavern.

Hleea, too exhausted from the days activities to explain the misunderstanding, rolls her eyes. "I guess I'll take it.", she says, dropping coin onto the wooden counter.

"Come, I'll show you to your room.", declares Hulda, scooping the payment into a pouch on her apron.

As the group made their way to the back stairs Hleea observed the spectacle within the tavern. In one corner a bard bangs loudly on his drum as a group of Nords sing drunken shantys, sloshing their cups about. A woman dances a jig by the hearth as onlookers clap and cheered her on. Face down on an almost abandoned table rested a stout ragged man, already well pass his limit. Hleea turned to look back at Faendal as they climbed the short flight of stairs to the room, he appeared as if he was about to faint. Hleea thought, chuckling to herself, that he wouldn't even care about sleeping on the floor.

"Just holler if you need something.", Hulda said cheefully as she unlocked the door their quarters, "It's all yours."

The room was lightly furnished. Dressers and shelves sat against the walls, decorated with modest jugs and bowls. A small bedside table held a lit candle and a plate with food that had been sitting out for far too long. The bed sat in an impressive wooden frame, the headboard grooved with an intricate pattern. Above the bed hung a wreath of junpier berries but apart from it the walls were bare. Hleea turned around to explain the sleeping situation to Faendal. But before she could open her mouth, he carelessly plopped the knapsack onto the floor, handfuls of coins and other valubles spilling out from it. Taking one final step Faendal collapsed onto the bed and instantly fell into a deep sleep.

"No, you're on the floor tonight!", Hleea exclaimed in vain. She kicked the bed post and tried shaking him awake, "Hey wake up! I'm the one who paid for this room, I get the bed!". But it as no use, the poor abused Bosmer was already fast asleep.

She stood dumbfounded for a few moments before sighing with annoyance. "Well if I have to share a bed with him I am at least getting nice and drunk.", she lamented to herself as she leaft the room.

Three Honningbrew meads later Hleea decides it's time for bed. Bumping into other dazed patrons, almost tripping over a sleeping Imperial, and skillfully dodging a beggar seeking coin. She managed to make it to the stairs and stumble her way up them to the rented room. She had almost forgotten that Faendal had weaseled his way into the bed without so much as a word. Now snoring loudly the elf had, at some point, removed his armor and was now halfway tucked in, wearing nothing but his undergarments. Swaying drunkenly in the dim light Hleea considered sleeping on the floor herself, but pride quickly extinguished that idea. Letting a deep sigh loose, she begins to remove her armor. Unbuckling the straps, she lets it fall to the floor noisily.

Piece by piece Hleea undresses herself until she is standing in nothing but cloth body wraps. The musty sweet smell of a long day clings to her like a heady fog. Her body, taut and firm, seems to enjoy being free from the confines of steel. Her shoulders slouch, her hair flops lazily across her face, and her perky breasts heave as she breathes in and out. Taking one last glance at Faendal she shakes her head disapprovingly and then crawls under the covers.

It wasn't so much that Faendal was unattractive physically, for a Bosmer one could do worse. But, she thought, it was more in his demeanor. A whiny archer, too far up his own ass to coherence any women into his arms without subterfuge. No strength of character. No drive of his own, always cowering in her shadow, forced to do everything she said. He was indebted to her because she had helped him win over a women whom he had been in competition for. She concluded that this only proved that he wasn't strong enough to get a woman on his own. As she drifted off into sleep her last reflection was on how badly the rotting food on the table next to her smelt and why nobody had done anything about it.

...

Hleea felt something poking her from behind. At first she batted it away, half asleep, thinking it was was nothing more than something her mind had conjured up. But as the mysterious intruder continued to rub against her backside she began to rouse from her slumber. Suddenly she noticed hands on her hips and realized this was not something she had just dreamt up.

Violently throwing off the covers and rolling over, "How dare you!" she proclaimed with venom.

Her bedside companion didn't hear her, the Bosmer was still asleep. Loosly holding onto her body he was performing an awkward humping motion. She saw his member in the candlelit darkness, still covered by his undergarments but extended nonetheless, stabbing at the air in front of her. "Oh Camilla…", he whispered in his sleep. Hleea slapped him across the face.

"Mmm yes..", he murmured pulling her closer.

She hit the Bosmer again, but the blow only seemed to fortify his resolve. He tugged her even closer still, gripping her body towards him with suprising force.

"Faendal, wake up!", she shouted with distress.

One of his hands wandered towards her prosterier and slipped itself underneath her lower wraps. She struggled valiantly against him but resistance only seemed to strengthen his resolve.

"N'wah!", Hleea cursed, battering him repeatedly in the chest and face with her fists.

As they continued to struggled Hleea realized that Faendal was much stronger than he let on. His iron grip on her buttocks held her firmly in place. Wrapped around her back, his other hand, kept her uncomfortably close to him.

"Faendal, wake up you lout!" she pleaded, as his hand idly groped her ass cheeks.

He began making sloppy attempts to kiss her. She pushed a hand against his face and turned her head. "Why *unf* won't you *ngg* wake up!?", she inquired with frustration.

Trying to slip out of his grasp was proving to be a greater challenge than she would have ever expected. His fondling was relentless and she felt herself actually tiring against his clutches. Suddenly an unwanted realization occurred to Hleea. Her body was getting aroused.

Faendal was proving himself to not be completely spineless after all. He wanted to do something and she was, in a sense, exactly what he wanted to do. Her pale grey face began to blush at the thought of being manhandled by the scrawny elf she had enlisted only to carry around her junk. She continued to fight against his advances but the more she struggled the more powerful he became. The sensation of a elf, a Bosmer of all things, forcing his craving upon her was unheard of. She had stamped all manner of brutes under her steel boot. No one ever stood in her way or held her down. Yet here she was, unable to prevent humiliation by a skinny Bosmer having a dream. As ale coursed through her bloodstream and hormones lit a fire in her crotch, Hleea's sex slowly began to radiate heat. His groping was turning her on so much and she couldn't figure out why.

Before the implications of the arousal she was experiencing could catch up to her. Faendal, using a single hand, untied the wraps covering her breasts with one swift motion. This caught her completely by suprise as her breasts jiggled free, "How did he…?", before she could finish vocalizing that thought, his hand grabbed a sizable amount of her bossom and began kneading it forcibly.

"Oh…!", she squealed with surprise. His other hand had worked it's way down her buttocks and towards her asshole. She could feel him inching a finger slowly towards her butt hole.

"Faendal *mnn* wake up…", she bemoaned as his swaddled elf cock rubbed rhythmically against her stomach.

Faendal had now moved his hand all the way down her supple backside and had managed to stick a finger inside her ass.

"Unnngg…", she whimpered, biting her lip. No one had ever teased her there before.

In fact, no one had ever teased her quite like this before. She was becoming unbearably hot all over. Her body shivered with desire. Lust had taken hold of Hleea, rational thought began to abandon her. Hleea began to ease her struggling, voluntarily giving Faendal easier access to her body and it's secrets. Her blue-grey nipples stood firm and erect. Almost as erect as Faendal's cock, which had now found a hole in his undergarment to sick through. It was in full view, rubbing against her body, smearing her abdomen with sticky lines of pre-cum. She continued to try and fight him, pushing him back and moving her head away from his. But for whatever reason resistance only made his efforts more visceral. Faendal continued to lock his body to hers, taking charge of Hleea with growing vigor. By now his finger was secured tightly inside of her ass, she could feel Faendal plunging it deeper as her intellect grew hazy and dull.

She finally gave up the fight and allowed him to take control of her. Her hand instinctively reached for his heat. Gripping, what was a surprisingly sizable member for a Bosmer, she began stroking him. Faendal's finger probed deeper inside her anal canal as she wrapped her legs around him to provide better angle for the stimulation. Muffled sounds from the tavern below mixed with her moans. Her eyes glazed over with desire, she wanted this Bosmer, she wanted him now.

With one hand steadily moving up and down his pole, she used her other to began untangling the lower wrap covering her sopping wet pussy. Wriggling her hips to shake the cloth off her body she found Faendals finger moving even deeper inside her rump. Hleea skillfully stripped the remaining cloths from her lascivious body. Finally she was fully exposed to him. His finger was now knuckle deep in her ass while his other hand caressed her breasts incessantly. She eagerly handled his cock, feeling as it grew harder and stiffer in the palm of her hand. As the two pleasured each other aggressively she slowly began lowering his shaft to the lips of her twat. She ran his throbbing dick along the outside of her labia. Hleea moaned and gasped in short high pitched breaths as Faendal began necking her.

She couldn't take it any longer. With one furtive push she plunged him inside.

"By Azura…" she cooed as her eyes rolled back into her head and her toes curled.

This was it, he was inside her. She couldn't believe it, HE was inside her, how did it come to this. How did she allow him to take her so easily. Maybe she always wanted it. Maybe it had just been too long. Maybe she was just a dirt-"Ahhnggh yes!", she gasped, he had begun pumping into her with quick but powerful thrusts.

All the of Hleea's thoughts evaporated. Her hips rocked in motion with his. "Mnn!", was all she could utter as their bodies worked in tandem.

She couldn't remember the last time something had felt this good. Hleea had became like hot metal in Faendal's arms, molding into whatever shape he desired. Suddenly, as if inspired, he popped his finger out of her asshole and rolled her on top of him. She gasped in surprise, the inside walls of her sex tightened around his aching thickness. The cock felt so good, HIS cock felt so good. Her mind could barely justify what was happening. It had been years since someone had been inside her and she had almost forgotten the pleasure of it. Leaning down ontop of Faendal Hleea began kissing the unconscious Bosmer passionately. Faendal's hands caressed her breasts working their way down to her stomach and crotch. Settling a finger on her clit, Faendal began rubbing rapidly. Hleena let out loud shameless moans while she humped him with increasing speed. She sat up, arching her back, and began desperately rotating her hips.

"Camilla…", Faendal swooned as his eyes slowly cracked opened.

"What are y-...?!", he managed to blurt out before she covered his mouth with her hand.

"Shhh… don't talk.", she murmured under labored breathing.

Faedal looked shocked and tried to struggle underneath her. Hleena became aware of a change in Faendal. He was… weak? Whatever carnal dream strength he previously possessed had now completely abandoned him. Faendal had returned to his feeble self. Hleea could easily bend him to her will once again. Still covering his mouth with one hand she pinned him with her forearm as she leaned down on top of him. Her hair danged down towards him in sweaty strands, her breath heavy with the stench of mead fanned his face. Faendal tried pushing and shoving her away but it was no use. Hleea forced his head into the bedspread, turning his face towards the sheets. His pathetic attempts to escape out from under her only made his cock throb all the more. She began to move faster, savoring the sweet sensation of having someone pulsing inside her. Reason had left Hleea's mind and all she wanted was to do was ride Faendal. The notion that he didn't want this as he fought helplessly against her superior prowess only caused Hleea to become more aroused. Minutes ago he had been forcing her into hot submission but now the game had changed.

She continued to grind her hips deliberately. Faster and faster she went. Moving her hand from his face to neck, she began choking him with her seasoned grip. In the thralls of passion she thought she heard him say "F-forgive me love…", but she wasn't even listening to sound anymore.

Hleea was completely lost to sensation. His cock, now buried deep inside her, parted the gushy internal walls of her hungry cunt. The Bosmer, despite his unwillingness to participate, was awash in a sea of wicked enjoyment. His heightened senses cursed him to be keenly aware his surroundings; the softness of her flesh, heat emanating from her skin, tightening and contracting of her developed muscles, sweat beads forming on her brow, the hair on the back of her neck standing up, her short gasps of breath as she bounced up and down on top of him. Against her there was nothing he could do but remain on his back. "P-p-please…", was all he could manage to cough out. The internal rubbing became more and more intense and she felt a distant flash of something building inside her. Totally driven by burning lust, she continued to grind him. Unable to hold back any longer Faendal reached his climax.

She felt a surge of heat as he contracted and began to shoot warmth up inside of her. "Ungghh…!", Faendal groaned.

She responded to his load by releasing the pressure that had been building. A flood of pleasure exploded from within her.

"Eeehhhaaaa!..", Hleea screamed involuntarily as lady-cum sprayed out onto Faendal's upper body.

The music from below stopped, her shriek had pierced the wooden walls of the Mare. For a moment the stunned silence hung in the stagnant tavern air, but soon enough hearty laughter was heard and the regular noises of merriment resumed.

For a time they remained there, stiff, motionless. Letting the fading vibrations run their course. Hleea's head rested on Faendals shoulder, Faendals cock nestled in Hleea's pussy.

"Get o-o-off me.", stammered Faendal, breaking their silence.

Hleea raised her face to meet his, "I think you enjoyed it.", she asserted.

"Just get off.", he pleaded angrily.

Hleea slid Faendal's now defused flesh out from inside her. Their mixed fluids leaked out of her inflamed hole, drizzling onto his crotch and running down her leg. He slid out from under her and rolled onto his side. "You started it.", she teased. He didn't respond. She collapsed into the sheets next to him. They lay side by side, tentativly breathing in the scent of their labors, both staring off into space in a mixture of shame, astonishment, and confusion. Finally Hleea propped herself up onto her side and looked down at Faendal. He remained inert, his onyx black eyes gazing into nothingness.

With a hint of embarrassment Hleea remarked,"Nobody can _ever_ learn about what just happened."

Faendal continued to stare into the darkness, "Does this mean my debt is finally paid?", he asked.

Hleea rolled over, exhausted, her vagina still leaking and quivering. "Next time you're sleeping on the floor.", she joked, avoiding his question.

The last thought Hleea had before passing into sleep was how she desperately needed to find someone else to carry all her loot.


End file.
